ex99_1.htm

CONTACTS
Media	Investor Relations
Angela Howland Blackwell: 585-678-7141	Patty Yahn-Urlaub: 585-678-7483
Cheryl Gossin: 585-678-7191	Bob Czudak: 585-678-7170

Constellation Brands Reports

Second Quarter Fiscal 2013 Results

·	Achieves comparable basis diluted EPS of $0.71 and reported basis diluted EPS of $0.67

·	Results include lower than expected tax rate

·	Updates fiscal 2013 outlook; expects comparable basis diluted EPS of $2.00 - $2.10 and reported basis diluted EPS of $1.87 - $1.97

·	Increases free cash flow target; new target range set at $450 - $500 million for fiscal 2013

·	Acquisition of remaining 50 percent interest in Crown Imports targeted to close first quarter calendar 2013; secures financing during second quarter

Second Quarter 2013 Financial Highlights* (in millions, except per share data)

	Comparable			% Change			Reported			% Change
Consolidated net sales	$	699			1	%	$	699			1	%

Operating income	$	141			-5	%	$	131			-10	%

Operating margin		20.1	%	-140 bps				18.7	%	-230 bps

Equity in earnings of equity method investees**	$	71			10	%	$	71			10	%

Earnings before interest and taxes (EBIT)	$	211			-1	%	NA			NA

Net income	$	131			-21	%	$	125			-23	%

Diluted earnings per share	$	0.71			-8	%	$	0.67			-12	%

*Definitions of reported and comparable, as well as reconciliations of non-GAAP financial measures, are contained elsewhere in this news release.

**Hereafter referred to as “equity earnings.”

NA=Not applicable

VICTOR, N.Y., Oct. 5, 2012 – Constellation Brands, Inc. (CBI) (NYSE: STZ and STZ.B), the world’s leading premium wine company, reported today its second quarter 2013 results.

“As we execute our profitable, organic growth strategy, we are encouraged by the strength of our core beer, wine and spirits businesses including the success of our new product introductions and innovation pipeline across our entire portfolio of outstanding brands,” said Rob Sands, president and chief executive officer, CBI. “We remain excited about the prospect of owning 100 percent of Crown Imports, which represents a transformational step for our company as it will solidify Constellation’s position in the U.S. beer industry for the long term. This transaction is still targeted to close during the first quarter of calendar 2013.”

Net Sales Commentary

Wine and spirits net sales on an organic constant currency basis were even with the prior year second quarter and reflected an increase in volume, primarily offset by higher promotional costs.

“I am pleased with our strong marketplace performance during the quarter especially in the SymphonyIRI channels where our excellent brand portfolio is currently outperforming the market,” said Sands. “As expected, our enhanced, yet disciplined marketing and promotional efforts are paying off. Some of our new brands including Simply Naked, Primal Roots and The Dreaming Tree, recently received Impact Hot Prospect Awards and on the spirits side, we are seeing excellent consumer response to the launches of SVEDKA Colada flavored vodka and Black Velvet Toasted Caramel whisky.”

Operating Income and Net Income Commentary

The decrease in consolidated comparable basis operating income was driven primarily by increased SG&A expenses and a planned increase in promotional spending for the company’s U.S. wine and spirits business, due in part to support innovation initiatives.

The company’s equity earnings from its 50 percent interest in the Crown joint venture totaled $71 million compared to $63 million from the prior year second quarter. For second quarter 2013, Crown generated net sales of $788 million, an increase of eight percent, and operating income of $143 million, an increase of 14 percent. The increase in net sales and operating income was primarily driven by volume growth.

“The second quarter marks the tenth consecutive quarter that Crown has outperformed the U.S. beer industry and the import category driven by strong portfolio performance led by Modelo Especial,” said Sands. “Crown’s marketplace execution is also being fueled by creative advertising and retail programs including the ‘Win Your Beach’ sweepstakes promotion, Corona’s ‘Find Your Beach’ campaign and Corona Light’s new ‘Refreshing Change of Beer’ ads.”

Interest expense totaled $55 million, an increase of 28 percent. The increase was primarily due to higher average borrowings and an increase in average interest rates.

The comparable basis effective tax rate for second quarter 2013 was 16.3 percent compared to a 3.1 percent rate for the prior year second quarter. Both periods reflect favorable benefits from various tax items. The company now anticipates the full year effective tax rate for fiscal 2013 to approximate 30 percent, which is the primary driver of the improved comparable basis diluted EPS guidance for the year.

Free Cash Flow Commentary

Free cash flow for the first six months of fiscal 2013 totaled $333 million as compared to $478 million for the same period last year. The decrease was primarily due to the receipt of tax refunds in the prior year period.

“During the second quarter, we secured permanent financing for the Crown transaction,” said Bob Ryder, chief financial officer, CBI. “As part of this activity, we took advantage of our improved credit profile and an attractive interest rate environment by issuing $650 million of 4.625% Senior Notes due March 2023. At the same time, we amended our senior credit facility to establish a $575 million delayed draw term loan. We plan to use our revolving credit facility and available cash for the remaining funding requirements for the Crown transaction.”

“Given the early funding related to the senior notes issuance, the company now anticipates interest expense for fiscal 2013 to be in the range of $225 to $235 million, an increase of $15 million versus prior guidance. Despite the increased interest expense, our strong first half operating cash flow results provide enough visibility to increase our fiscal 2013 free cash flow expectations.” Ryder concluded.

Outlook

The table below sets forth management’s current diluted EPS expectations for fiscal 2013 compared to fiscal 2012 actual results, both on a reported basis and a comparable basis.

	Reported Basis				Comparable Basis
	FY13 Estimate		FY12 Actual		FY13 Estimate		FY12 Actual
Fiscal Year Ending Feb. 28/29	$	1.87 - $1.97	$	2.13	$	2.00 - $2.10	$	2.34

Full-year fiscal 2013 guidance includes the following current assumptions, but excludes any impact from the closing of the purchase of the remaining 50 percent interest in the Crown Imports joint venture:

●	Interest expense: approximately $225 - $235 million

●	Tax rate: approximately 30 percent

●	Weighted average diluted shares outstanding: approximately 190 million

●	Free cash flow: approximately $450 - $500 million

Conference Call

A conference call to discuss second quarter 2013 results and outlook will be hosted by President and Chief Executive Officer Rob Sands and Executive Vice President and Chief Financial Officer Bob Ryder on Fri., Oct. 5, 2012 at 10:30 a.m. (eastern). The conference call can be accessed by dialing +973-935-8505 beginning 10 minutes prior to the start of the call. A live listen-only webcast of the conference call, together with a copy of this news release (including the attachments) and other financial information that may be discussed during the call will be available on the Internet at the company’s website: www.cbrands.com under “Investors,” prior to the call.

Explanations

Reported basis (“reported”) operating income, net income and diluted EPS are as reported under generally accepted accounting principles. Operating income, net income and diluted EPS on a comparable basis (“comparable”), exclude restructuring charges and unusual items. The company’s measure of segment profitability excludes restructuring charges and unusual items, which is consistent with the measure used by management to evaluate results.

The company discusses additional non-GAAP measures in this news release, including constant currency net sales, organic net sales, comparable basis EBIT, comparable basis effective tax rate and free cash flow.

Supplemental Financial Information

Tables reconciling non-GAAP measures, together with definitions of these measures and the reasons management uses these measures, are attached to and are part of this news release.

About Constellation Brands, Inc.

As the world’s leader in premium wine, Constellation Brands, Inc. (NYSE: STZ, STZ:B) is a S&P 500 Index and a Fortune 1000® company with 4,400 employees, sales in 100 countries and operations in 40 facilities worldwide. The company manages a broad portfolio of more than 100 wines, beers and spirits that include: Robert Mondavi, Clos du Bois, Kim Crawford, Inniskillin, Franciscan Estate, Mark West, Ruffino, Simi, Estancia, Corona Extra, Black Velvet Canadian Whisky and SVEDKA Vodka. Learn more at www.cbrands.com.

Forward-Looking Statements

The statements made under the heading Outlook, and all statements other than statements of historical fact set forth in this news release regarding Constellation Brands’ business strategy, future operations, financial position, estimated revenues, projected costs, prospects, plans and objectives of management, as well as information concerning expected actions of third parties, are forward-looking statements (collectively, the “Projections”) that involve risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by the Projections.

During the current quarter, Constellation Brands may reiterate the Projections. Prior to the start of the company's quiet period, which will begin at the close of business on Nov. 30, 2012, the public can continue to rely on the Projections as still being Constellation Brands' current expectations on the matters covered, unless the company publishes a notice stating otherwise. During Constellation Brands’ “quiet period,” the Projections should not be considered to constitute the company’s expectations and should be considered historical, speaking as of prior to the quiet period only and not subject to update by the company.

The Projections are based on management's current expectations and, unless otherwise noted, do not take into account the impact of any future acquisition, merger or any other business combination, divestiture, restructuring or other strategic business realignments, financing or share repurchase that may be completed after the date of this release. The Projections should not be construed in any manner as a guarantee that such results will in fact occur. The transaction between Constellation Brands and Anheuser-Busch InBev SA/NV regarding the purchase by Constellation Brands of the 50% portion of Crown Imports LLC which Constellation Brands does not already own (the “Crown Acquisition”) is subject to the satisfaction of certain closing conditions, including receipt of necessary regulatory approvals and the consummation of certain transactions between Anheuser-Busch InBev SA/NV and Grupo Modelo, S.A.B. de C.V., and certain of its affiliates (the “Modelo Transaction”). There can be no assurance the Crown Acquisition will occur or will occur on the timetable projected by the company. The availability of financing under the company’s senior credit facility is subject to satisfaction of the terms and conditions contained in the underlying documents.

In addition to the risks and uncertainties of ordinary business operations, the Projections of the company contained in this news release are subject to a number of risks and uncertainties, including:

●

completion of the Modelo Transaction;

●

completion of the Crown Acquisition; the availability of financing for the Crown Acquisition under the expected terms; and the accuracy of projections relating to the Crown Acquisition;

●

the exact duration of the share repurchase implementation and the amount and timing of any additional share repurchases;

●

achievement of all expected cost savings from the company's various restructuring plans and realization of expected asset sale proceeds from the sale of inventory and other assets;

●

accuracy of the bases for forecasts relating to joint ventures and associated costs, losses, purchase obligations and capital investment requirements;

●

restructuring charges and other one-time costs associated with restructuring plans may vary materially from management's current estimates due to variations in one or more of anticipated headcount reductions, contract terminations, costs or timing of plan implementation;

●

raw material supply, production or shipment difficulties could adversely affect the company's ability to supply its customers;

●

increased competitive activities in the form of pricing, advertising and promotions could adversely impact consumer demand for the company's products and/or result in lower than expected sales or higher than expected expenses;

●

general economic, geo-political and regulatory conditions, prolonged downturn in the economic markets in the U.S. and in the company’s major markets outside of the U.S., continuing instability in world financial markets, or unanticipated environmental liabilities and costs;

●

changes to accounting rules and tax laws, and other factors which could impact the company's reported financial position, results of operations or effective tax rate;

●

changes in interest rates and the inherent unpredictability of currency fluctuations, commodity prices and raw material costs; and

●

other factors and uncertainties disclosed in the company's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended Feb. 29, 2012, as supplemented by the company’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2012, which could cause actual future performance to differ from current expectations.

Constellation Brands, Inc. and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions)

	August 31, 2012		February 29, 2012
Assets

Current Assets:
Cash and cash investments	$	178.5	$	85.8
Accounts receivable, net		487.1		437.6
Inventories		1,364.9		1,374.5
Prepaid expenses and other		147.4		136.4

Total current assets		2,177.9		2,034.3

Property, plant and equipment, net		1,233.5		1,255.8
Goodwill		2,739.3		2,632.9
Intangible assets, net		878.2		866.4
Restricted cash		650.0		-
Other assets, net		361.6		320.5

Total assets	$	8,040.5	$	7,109.9

Liabilities and Stockholders' Equity

Current Liabilities:
Notes payable to banks	$	15.2	$	377.9
Current maturities of long-term debt		43.8		330.2
Accounts payable		185.6		130.5
Accrued excise taxes		27.7		24.8
Other accrued expenses and liabilities		383.7		336.2

Total current liabilities		656.0		1,199.6

Long-term debt, less current maturities		3,928.7		2,421.4
Deferred income taxes		618.5		608.7
Other liabilities		219.2		204.2

Total liabilities		5,422.4		4,433.9

Total stockholders' equity		2,618.1		2,676.0

Total liabilities and stockholders' equity	$	8,040.5	$	7,109.9

Constellation Brands, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share data)

	Three Months Ended						Six Months Ended
	August 31,			August 31,			August 31,			August 31,
	2012			2011			2012			2011
Sales	$	797.7		$	770.4		$	1,523.0		$	1,481.1
Excise taxes		(99.2	)		(80.2	)		(189.7	)		(155.6	)
Net sales		698.5			690.2			1,333.3			1,325.5

Cost of product sold		(413.4	)		(407.2	)		(797.6	)		(791.5	)
Gross profit		285.1			283.0			535.7			534.0

Selling, general and administrative expenses		(154.3	)		(138.2	)		(298.3	)		(276.4	)
Restructuring charges		(0.2	)		0.3			(0.7	)		(10.8	)
Operating income		130.6			145.1			236.7			246.8

Equity in earnings of equity method investees		70.5			64.0			131.1			126.2
Interest expense, net		(54.6	)		(42.5	)		(105.3	)		(86.8	)
Loss on write-off of financing costs		-			-			(2.8	)		-
Income before income taxes		146.5			166.6			259.7			286.2

Provision for income taxes		(21.9	)		(3.9	)		(63.1	)		(49.0	)
Net income	$	124.6		$	162.7		$	196.6		$	237.2



Earnings Per Common Share:
Basic - Class A Common Stock	$	0.71		$	0.78		$	1.09		$	1.14
Basic - Class B Convertible Common Stock	$	0.64		$	0.71		$	0.99		$	1.04

Diluted - Class A Common Stock	$	0.67		$	0.76		$	1.05		$	1.11
Diluted - Class B Convertible Common Stock	$	0.62		$	0.70		$	0.96		$	1.02

Weighted Average Common Shares Outstanding:
Basic - Class A Common Stock		154.794			186.629			158.527			186.837
Basic - Class B Convertible Common Stock		23.536			23.593			23.545			23.599

Diluted - Class A Common Stock		184.640			213.645			187.458			214.406
Diluted - Class B Convertible Common Stock		23.536			23.593			23.545			23.599

Constellation Brands, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

	Six Months Ended
	August 31, 2012			August 31, 2011
Cash Flows From Operating Activities
Net income	$	196.6		$	237.2
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property, plant and equipment		52.4			46.0
Deferred tax provision		31.9			24.7
Stock-based compensation expense		21.4			24.2
Amortization of intangible and other assets		4.8			6.3
Loss on extinguishment of debt		2.8			-
Equity in earnings of equity method investees, net of distributed earnings		(0.6	)		10.0
(Gain) loss on disposal of long-lived assets, net		(0.5	)		0.1
Gain on business sold, net		-			(0.8	)
Change in operating assets and liabilities:
Accounts receivable, net		(51.1	)		(84.5	)
Inventories		37.2			118.7
Prepaid expenses and other current assets		(1.0	)		7.7
Accounts payable		52.5			12.8
Accrued excise taxes		2.9			12.1
Other accrued expenses and liabilities		3.7			83.0
Other, net		15.5			19.9
Total adjustments		171.9			280.2
Net cash provided by operating activities		368.5			517.4

Cash Flows From Investing Activities
Purchase of business, net of cash acquired		(159.7	)		-
Purchases of property, plant and equipment		(35.6	)		(39.2	)
Payments related to sale of business		(0.3	)		(28.8	)
Proceeds from sales of assets		7.9			0.3
Proceeds from notes receivable		4.6			1.0
Other investing activities		(0.9	)		(6.5	)
Net cash used in investing activities		(184.0	)		(73.2	)

Cash Flows From Financing Activities
Principal payments of long-term debt		(838.0	)		(419.9	)
Payment of restricted cash upon issuance of long-term debt		(650.0	)		-
Purchases of treasury stock		(383.0	)		(187.5	)
Net (repayment of) proceeds from notes payable		(358.3	)		113.3
Payment of financing costs of long-term debt		(34.1	)		-
Payment of minimum tax withholdings on stock-based payment awards		(0.5	)		(2.2	)
Proceeds from issuance of long-term debt		2,050.0			-
Proceeds from exercises of employee stock options		110.5			39.0
Proceeds from excess tax benefits from stock-based payment awards		11.4			10.6
Proceeds from employee stock purchases		2.1			2.4
Net cash used in financing activities		(89.9	)		(444.3	)

Effect of exchange rate changes on cash and cash investments		(1.9	)		0.9

Net increase in cash and cash investments		92.7			0.8
Cash and cash investments, beginning of period		85.8			9.2
Cash and cash investments, end of period	$	178.5		$	10.0

Constellation Brands, Inc. and Subsidiaries

RECONCILIATION OF REPORTED, ORGANIC AND CONSTANT CURRENCY NET SALES

(in millions)

As the company acquired the remaining 50.1% ownership interest in Ruffino S.r.l. ("Ruffino") on October 5, 2011, and the Mark West wine brand and certain related assets ("Mark West") on July 16, 2012, organic net sales for the three months and six months ended August 31, 2012, are defined by the company as reported net sales less net sales of Ruffino and Mark West products, as appropriate. Organic net sales and percentage increase (decrease) in constant currency net sales (which excludes the impact of year-over-year currency exchange rate fluctuations) are provided because management uses this information in monitoring and evaluating the underlying business trends of the continuing operations of the company. In addition, the company believes this information provides investors better insight on underlying business trends and results in order to evaluate year-over-year financial performance.

												Constant														Constant
	Three Months Ended											Currency			Six Months Ended											Currency
	August 31,			August 31,		Percent			Currency			Percent			August 31,			August 31,		Percent			Currency			Percent
	2012			2011		Change			Impact			Change (1)			2012			2011		Change			Impact			Change (1)
Constellation Wines and Spirits	$	698.5		$	690.2		1	%		(1	%)		2	%	$	1,333.3		$	1,325.5		1	%		(1	%)		1	%
Less: Ruffino (2)		(7.3	)		-											(14.0	)		-
Less: Mark West (3)		(6.1	)		-											(6.1	)		-
Constellation Wines and Spirits Organic Net Sales	$	685.1		$	690.2		(1	%)		(1	%)		-		$	1,313.2		$	1,325.5		(1	%)		(1	%)		-

(1)	May not sum due to rounding as each item is computed independently.

(2)	For the period June 1, 2012, through August 31, 2012, included in the three months ended August 31, 2012, and the period March 1, 2012, through August 31, 2012, included in the six months ended August 31, 2012.

(3)	For the period July 16, 2012, through August 31, 2012, included in the three months and six months ended August 31, 2012.

SUPPLEMENTAL SHIPMENT, DEPLETION AND U.S. FOCUS BRANDS INFORMATION

(in millions, branded product, 9 liter case equivalents)

	Three Months Ended							Six Months Ended
	August 31, 2012		August 31, 2011		Percent Change			August 31, 2012		August 31, 2011		Percent Change
Consolidated Shipment Volume		16.3		15.7		3.8	%		31.1		30.3		2.6	%
Consolidated Organic Shipment Volume (4)(5)		16.1		15.7		2.5	%		30.8		30.3		1.7	%
U.S. Domestic Shipment Volume		12.5		11.9		5.0	%		23.7		23.1		2.6	%
U.S. Domestic Organic Shipment Volume (5)		12.4		11.9		4.2	%		23.6		23.1		2.2	%
U.S. Domestic Focus Brands Shipment Volume (6)		8.6		7.7		11.7	%		16.2		15.1		7.3	%
U.S. Domestic Organic Focus Brands Shipment Volume (5)(6)		8.5		7.7		10.4	%		16.1		15.1		6.6	%


U.S. Domestic Depletion Volume Growth (7)(8)						7.6	%						3.5	%
U.S. Domestic Focus Brands Depletion Volume Growth (6)(7)(8)						11.5	%						6.9	%

(4)	Includes an adjustment for Ruffino shipment volumes for the period June 1, 2012, through August 31, 2012, included in the three months ended August 31, 2012, and the period March 1, 2012, through August 31, 2012, included in the six months ended August 31, 2012.

(5)	Includes an adjustment for Mark West shipment volumes for the period July 16, 2012, through August 31, 2012, included in the three months and six months ended August 31, 2012.

(6)

U.S. Focus Brands include the following brands: Robert Mondavi, Clos du Bois, SVEDKA Vodka, Blackstone, Estancia, Arbor Mist, Black Velvet Canadian Whisky, Toasted Head, Simi, Black Box, Ravenswood, Rex Goliath, Kim Crawford, Franciscan Estate, Wild Horse, Ruffino, Nobilo, Mount Veeder, Inniskillin and Mark West.

(7)	Depletions represent distributor shipments of the company’s respective branded products to retail customers, based on third party data.

(8)	Includes depletion of Mark West products for the period July 16, 2011, through August 31,2011, included in the three months and six months ended August 31, 2011.

Constellation Brands, Inc. and Subsidiaries

SUMMARIZED SEGMENT AND EQUITY EARNINGS INFORMATION

(in millions)

	Three Months Ended									Six Months Ended
	August 31, 2012			August 31, 2011			Percent Change			August 31, 2012			August 31, 2011			Percent Change
Constellation Wines and Spirits
Segment net sales	$	698.5		$	690.2			1	%	$	1,333.3		$	1,325.5			1	%
Segment operating income	$	161.3		$	167.3			(4	%)	$	294.3		$	303.9			(3	%)
% Net sales		23.1	%		24.2	%					22.1	%		22.9	%
Equity in (losses) earnings of equity method investees	$	(0.8	)	$	1.3		NM			$	(1.1	)	$	3.7		NM

Corporate Operations and Other Segment Operating Loss	$	(20.7	)	$	(18.7	)		11	%	$	(44.1	)	$	(39.8	)		11	%

Equity in Earnings of Crown Imports (1)	$	71.3		$	62.7			14	%	$	132.2		$	122.5			8	%


Reportable Segment Operating Income (A)	$	140.6		$	148.6					$	250.2		$	264.1
Restructuring Charges and Unusual Items		(10.0	)		(3.5	)					(13.5	)		(17.3	)
Consolidated Operating Income (GAAP)	$	130.6		$	145.1					$	236.7		$	246.8


Reportable Segment Equity in Earnings of Equity Method Investees (B)	$	70.5		$	64.0					$	131.1		$	126.2
Restructuring Charges and Unusual Items		-			-						-			-
Consolidated Equity in Earnings of Equity Method Investees (GAAP)	$	70.5		$	64.0					$	131.1		$	126.2


Consolidated Earnings Before Interest and Taxes (Non-GAAP) (A+B)	$	211.1		$	212.6					$	381.3		$	390.3

(1)	Crown Imports Joint Venture Summarized Financial Information

	Three Months Ended									Six Months Ended
	August 31, 2012			August 31, 2011			Percent Change			August 31, 2012			August 31, 2011			Percent Change
Net sales	$	788.4		$	727.0			8	%	$	1,512.5		$	1,404.5			8	%
Operating income	$	143.4		$	125.6			14	%	$	266.4		$	245.4			9	%
% Net sales		18.2	%		17.3	%					17.6	%		17.5	%

NM = Not Meaningful

Constellation Brands, Inc. and Subsidiaries

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES

(in millions, except per share data)

The company reports its financial results in accordance with generally accepted accounting principles in the U.S. ("GAAP"). However, non-GAAP financial measures, as defined in the reconciliation tables below, are provided because management uses this information in evaluating the results of the continuing operations of the company and/or internal goal setting. In addition, the company believes this information provides investors better insight on underlying business trends and results in order to evaluate year-over-year financial performance. See the tables below for supplemental financial data and corresponding reconciliations of these non-GAAP financial measures to GAAP financial measures for the three months and six months ended August 31, 2012, and August 31, 2011. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the company's reported results prepared in accordance with GAAP. Please refer to the company's website at http://www.cbrands.com/investors for a more detailed description and further discussion of these non-GAAP financial measures.

		Three Months Ended August 31, 2012									Three Months Ended August 31, 2011
		Reported Basis (GAAP)		Adjustments				Comparable Basis (Non-GAAP)			Reported Basis (GAAP)		Adjustments				Comparable Basis (Non-GAAP)		Percent Change - Reported Basis (GAAP)			Percent Change - Comparable Basis (Non-GAAP)
Net Sales	$	698.5					$	698.5		$	690.2					$	690.2			1	%	1	%
Cost of product sold		(413.4	)	$	1.5						(407.2	)	$	0.1
Gross Profit		285.1			1.5		$	286.6			283.0			0.1		$	283.1			1	%	1	%
Selling, general and administrative expenses		(154.3	)		8.3						(138.2	)		3.7
Restructuring charges		(0.2	)		0.2						0.3			(0.3	)
Operating Income		130.6			10.0		$	140.6			145.1			3.5		$	148.6			(10	%)	(5	%)
Equity in earnings of equity method investees		70.5									64.0
EBIT							$	211.1								$	212.6		NA			(1	%)
Interest expense, net		(54.6	)								(42.5	)
Loss on write-off of financing costs		-									-
Income Before Income Taxes		146.5			10.0		$	156.5			166.6			3.5		$	170.1			(12	%)	(8	%)
Provision for income taxes		(21.9	)		(3.6	)					(3.9	)		(1.4	)
Net Income	$	124.6		$	6.4		$	131.0		$	162.7		$	2.1		$	164.8			(23	%)	(21	%)
Diluted Earnings Per Common Share (1)	$	0.67		$	0.03		$	0.71		$	0.76		$	0.01		$	0.77			(12	%)	(8	%)
Weighted Average Common Shares Outstanding - Diluted		184.640						184.640			213.645						213.645

Gross Margin		40.8	%					41.0	%		41.0	%					41.0	%
Operating Margin		18.7	%					20.1	%		21.0	%					21.5	%
Effective Tax Rate		14.9	%					16.3	%		2.3	%					3.1	%

Adjustments	Cost of Product Sold		Selling, General and Administrative Expenses		Restructuring Charges			Operating Income		Provision for Income Taxes			Net Income		Diluted Earnings Per Common Share (1)

Three Months Ended August 31, 2012
Restructuring and related charges (2)	$	-	$	2.7	$	0.2		$	2.9	$	(1.0	)	$	1.9	$	0.01
Acquisitions, divestitures, and related costs (3)		1.5		5.6		-			7.1		(2.6	)		4.5		0.02
Total	$	1.5	$	8.3	$	0.2		$	10.0	$	(3.6	)	$	6.4	$	0.03

Three Months Ended August 31, 2011
Restructuring and related charges (2)	$	0.1	$	3.1	$	(0.3	)	$	2.9	$	(1.0	)	$	1.9	$	0.01
Acquisitions, divestitures, and related costs		-		0.6		-			0.6		(0.4	)		0.2		-
Total	$	0.1	$	3.7	$	(0.3	)	$	3.5	$	(1.4	)	$	2.1	$	0.01

(1)	May not sum due to rounding as each item is computed independently.

(2)

For the three months ended August 31, 2012, and August 31, 2011, restructuring and related charges consist primarily of costs recognized in connection with the company's plan announced in June 2011 to streamline operations, gain efficiencies and reduce its cost structure following the sale of 80.1% of its Australian and U.K. business (the “Fiscal 2012 Initiative”).

(3)	For the three months ended August 31, 2012, acquisitions, divestitures, and related costs consists primarily of transaction and related costs associated with pending and completed acquisitions, partially offset by a gain on settlement of a receivable associated with a prior divestiture.

Constellation Brands, Inc. and Subsidiaries

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES (continued)

(in millions, except per share data)

		Six Months Ended August 31, 2012									Six Months Ended August 31, 2011
		Reported Basis (GAAP)		Adjustments				Comparable Basis (Non-GAAP)			Reported Basis (GAAP)		Adjustments				Comparable Basis (Non-GAAP)		Percent Change - Reported Basis (GAAP)			Percent Change - Comparable Basis (Non-GAAP)
Net Sales	$	1,333.3					$	1,333.3		$	1,325.5					$	1,325.5			1	%	1	%
Cost of product sold		(797.6	)	$	2.3						(791.5	)	$	0.3
Gross Profit		535.7			2.3		$	538.0			534.0			0.3		$	534.3			-		1	%
Selling, general and administrative expenses		(298.3	)		10.5						(276.4	)		6.2
Restructuring charges		(0.7	)		0.7						(10.8	)		10.8
Operating Income		236.7			13.5		$	250.2			246.8			17.3		$	264.1			(4	%)	(5	%)
Equity in earnings of equity method investees		131.1									126.2
EBIT							$	381.3								$	390.3		NA			(2	%)
Interest expense, net		(105.3	)								(86.8	)
Loss on write-off of financing costs		(2.8	)		2.8						-
Income Before Income Taxes		259.7			16.3		$	276.0			286.2			17.3		$	303.5			(9	%)	(9	%)
Provision for income taxes		(63.1	)		(5.9	)					(49.0	)		(5.6	)
Net Income	$	196.6		$	10.4		$	207.0		$	237.2		$	11.7		$	248.9			(17	%)	(17	%)
Diluted Earnings Per Common Share (1)	$	1.05		$	0.06		$	1.10		$	1.11		$	0.05		$	1.16			(5	%)	(5	%)
Weighted Average Common Shares Outstanding - Diluted		187.458						187.458			214.406						214.406

Gross Margin		40.2	%					40.4	%		40.3	%					40.3	%
Operating Margin		17.8	%					18.8	%		18.6	%					19.9	%
Effective Tax Rate		24.3	%					25.0	%		17.1	%					18.0	%

Adjustments	Cost of Product Sold		Selling, General and Administrative Expenses		Restructuring Charges		Operating Income		Loss on Write-off of Financing Costs		Provision for Income Taxes			Net Income		Diluted Earnings Per Common Share (1)

Six Months Ended August 31, 2012
Restructuring and related charges (4)	$	-	$	5.4	$	0.7	$	6.1	$	-	$	(2.1	)	$	4.0	$	0.02
Acquisitions, divestitures, and related costs (5)		2.3		5.1		-		7.4		-		(2.7	)		4.7		0.03
Other (6)		-		-		-		-		2.8		(1.1	)		1.7		0.01
Total	$	2.3	$	10.5	$	0.7	$	13.5	$	2.8	$	(5.9	)	$	10.4	$	0.06

Six Months Ended August 31, 2011
Restructuring and related charges (4)	$	0.3	$	4.2	$	10.8	$	15.3		-	$	(5.6	)	$	9.7	$	0.05
Acquisitions, divestitures, and related costs (5)		-		2.0		-		2.0		-		-			2.0		0.01
Total	$	0.3	$	6.2	$	10.8	$	17.3	$	-	$	(5.6	)	$	11.7	$	0.05

(4)	For the six months ended August 31, 2012, and August 31, 2011, restructuring and related charges consist primarily of costs recognized in connection with the Fiscal 2012 Initiative.

(5)

For the six months ended August 31, 2012, acquisitions, divestitures, and related costs consist primarily of transaction and related costs associated with pending and completed acquisitions, partially offset by a gain on settlement of a receivable associated with a prior divestiture. For the six months ended August 31, 2011, acquisitions, divestitures, and related costs consist of a foreign currency loss on the contractual obligation recorded in the fourth quarter of fiscal 2011 in connection with the potential settlement created by the notification by the 50.1 % shareholder of Ruffino to exercise the option to put its entire equity interest in Ruffino to the company.

(6)	For the six months ended August 31, 2012, other consists of a loss on the write-off of financing costs.

Constellation Brands, Inc. and Subsidiaries

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES (continued)

GUIDANCE - DILUTED EARNINGS PER SHARE AND FREE CASH FLOW

(in millions, except per share data)

Diluted Earnings Per Share Guidance	Range for the Year Ending February 28, 2013
Forecasted diluted earnings per share - reported basis (GAAP)	$	1.87	$	1.97
Restructuring and related charges (1)		0.04		0.04
Acquisitions, divestitures, and related costs (2)		0.08		0.08
Other (3)		0.01		0.01
Forecasted diluted earnings per share - comparable basis (Non-GAAP) (4)	$	2.00	$	2.10

	Actual for the Year Ended February 29, 2012
Diluted earnings per share - reported basis (GAAP)	$	2.13
Restructuring and related charges (1)		0.08
Acquisitions, divestitures, and related costs (2)		0.02
Other (3)		0.10
Diluted earnings per share - comparable basis (Non-GAAP) (4)	$	2.34

(1)

Includes $0.04 diluted earnings per share for the year ending February 28, 2013, primarily associated with the Fiscal 2012 Initiative. Includes $0.06 and $0.02 diluted earnings per share for the year ended February 29, 2012, associated with the Fiscal 2012 Initiative and other restructuring activities. (4)

(2)

Includes $0.06 and ($0.01) diluted earnings per share for the year ending February 28, 2013, associated with transaction and related costs recognized in connection with pending and completed acquisitions and a gain on the settlement of a receivable associated with a prior divestiture. Includes $0.03 and ($0.02) diluted earnings per share for the year ended February 29, 2012, associated with additional net loss recognized in connection with the company's January 2011 sale of 80.1% of its Australian and U.K. business and net gains and related costs recognized in connection with the acquisition of Ruffino, respectively. (4)

(3)

Includes $0.01 diluted earnings per share for the year ending February 28, 2013, associated with a loss on the write-off of financing costs. Includes $0.14 and ($0.03) diluted earnings per share for the year ended February 29, 2012, associated with an impairment of certain intangible assets and net gains recognized primarily in connection with releases from certain contractual obligations, respectively. (4)

(4)	May not sum due to rounding as each item is computed independently.

Free Cash Flow Guidance

Free cash flow, as defined in the reconciliation below, is considered a liquidity measure and is considered to provide useful information to investors about the amount of cash generated, which can then be used, after required debt service and dividend payments, for other general corporate purposes. A limitation of free cash flow is that it does not represent the total increase or decrease in the cash balance for the period. Free cash flow should be considered in addition to, not as a substitute for, or superior to, cash flow from operating activities prepared in accordance with GAAP.

	Range for the Year Ending February 28, 2013
Net cash provided by operating activities (GAAP)	$	520.0		$	580.0
Purchases of property, plant and equipment		(70.0	)		(80.0	)
Free cash flow (Non-GAAP)	$	450.0		$	500.0

	Actual for the Six Months Ended August 31, 2012			Actual for the Six Months Ended August 31, 2011
Net cash provided by operating activities (GAAP)	$	368.5		$	517.4
Purchases of property, plant and equipment		(35.6	)		(39.2	)
Free cash flow (Non-GAAP)	$	332.9		$	478.2